Background
Paterson Veterinary Professional Corporation sued for specific performance of an agreement concerning real property. The parties settled in December 2013. Under the settlement, after a five-year lease extension, Stilton Corp. Ltd. was to transfer title to Paterson for $1.25 million plus HST.
Paterson tendered in 2018, but Stilton refused to close. Paterson obtained specific performance and a vesting order. After Stilton’s appeal was dismissed in September 2019, Paterson again tendered and was refused. A later stay pending Stilton’s unsuccessful Supreme Court of Canada leave application adjourned Paterson’s vesting motion sine die. Six years later, Paterson renewed the motion; Stilton sought dismissal and, alternatively, a rent set-off.
The Court’s Holding
The Court of Appeal dismissed Stilton’s review motion and upheld the motion judge’s order enforcing the earlier judgment. The delay in renewing the vesting motion was satisfactorily explained, particularly because the matter had been adjourned sine die on consent and interim steps had been taken.
Stilton could not rely on equitable concerns to defeat enforcement. It had repeatedly breached its own contractual obligations, and Paterson had never been ordered to pay rent. The court held that any claim for rent was not properly determined on this motion and should proceed in Stilton’s existing Superior Court action.
Key Takeaways
- A consent adjournment sine die and explained delay did not bar enforcement of the prior specific-performance order.
- Paterson was required to pay taxes, maintenance, and insurance during the stay, but was not ordered to pay rent.
- A claimed rent set-off had to be pursued in the appropriate Superior Court proceeding, not on the enforcement motion.
Why It Matters
The decision confirms that a party that has repeatedly refused to perform a property-transfer obligation faces difficulty invoking equitable discretion to resist enforcement of a judgment. It also separates enforcement of an existing specific-performance order from unresolved monetary claims between the parties.